LeO Terms of Service
Last Revised: January 19 2024
THESE TERMS OF SERVICE (THE "AGREEMENT") FORMS A LEGAL AGREEMENT BY AND BETWEEN YOU, EITHER AS AN INDIVIDUAL, COMPANY OR OTHER LEGAL ENTITY, WHO HAS PURCHASED A SUBSCRIPTION TO THE LEO PLATFORM (COLLECTIVELY "YOU" OR THE "CUSTOMER") AND LEO CHIEF OF STUFF, INC., A DELAWARE CORPORATION WITH OFFICES AT ALLEY, 119 WEST 24TH ST, NYC (“LEO”). LEO AND CUSTOMER SHALL EACH BE REFERRED AS A “PARTY” AND TOGETHER, THE “PARTIES”.
BY PURCHASING A SUBSCRIPTION TO THE LEO PLATFORM (AS DEFINED BELOW) OR BY CONNECTING TO, ACCESSING AND/OR OTHERWISE USING THE LEO PLATFORM, CUSTOMER EXPRESSLY AND EXPLICITLY REPRESENTS THAT CUSTOMER POSSESSES THE LEGAL AUTHORITY TO ENTER INTO THIS AGREEMENT (AND THE INDIVIDUAL PURCHASING THE SUBSCRIPTION REPRESENTS THAT HE/SHE IS DULY AUTHORIZED AND HAS THE RIGHT, POWER AND AUTHORITY TO ACCEPT OR ENTER INTO THIS AGREEMENT ON THEIR AND THEIR ORGANIZATION'S BEHALF) AND TO FORM A BINDING AGREEMENT UNDER ANY APPLICABLE LAW ON THEIR AND THEIR ORGANIZATION'S BEHALF, AND HEREBY ACCEPTS THIS AGREEMENT AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THIS AGREEMENT OR ARE UNWILLING TO BE BOUND BY IT, YOU MAY NOT ACCESS, OPERATE OR OTHERWISE USE THE LEO PLATFORM.
ANY RIGHTS GRANTED TO THE CUSTOMER UNDER A CONTRACT BETWEEN THE CUSTOMER AND LEO’S AUTHORIZED DISTRIBUTOR, RESELLER OR OEM MANUFACTURER (EACH A “DISTRIBUTOR”) WHICH ARE NOT EXPRESSLY PROVIDED HEREIN, APPLY ONLY BETWEEN THE CUSTOMER AND SUCH DISTRIBUTOR.
1.1. “Affiliate” means any entity that Controls, is Controlled by, or is under common Control with a Party, where “Control” means ownership, directly or indirectly, of 50% or more of the voting interest in such Party.
1.2. “Authorized User” means an individual employee, contractor or agent of Customer authorized to use the Leo Platform on behalf of the Customer.
1.3. “Customer Data” means any data, information or materials uploaded or submitted by the Customer and its Authorized Users via the Leo Platform and/or otherwise processed by Leo on the Customer’s behalf through the Leo Platform, including any data retrieved from Customer's Third Party Services (as defined below).
1.4. “Confidential Information” means any non-public and/or proprietary information of each Party, in any form or media, whether written or oral, whether identified at the time of disclosure as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including, without limitation, confidential trade secrets and other information related to the products, software, technology, data, know-how, or business of the other Party, and any other information that a reasonable person or entity should have reason to believe is proprietary, confidential, or competitively sensitive.
1.5. “Documentation” means Leo's standard user documentation, whether in hard copy, or in any electronic form or other media, which is generally made available by the Leo to its clients, describing the use, features and operation of the Leo Platform. The Documentation shall be considered part of Leo's Confidential Information. In the event of any conflicting provisions between the Documentations and this Agreement, the provisions of this Agreement shall prevail.
1.6. “External Services” means any third-party application and/or service account, which are controlled by the Customer and are supported by the Leo Platform, and which the Customer integrates with the Leo Platform, at its discretion, including agency management system and/or the Customer's databases.
1.7. “Fees” shall have the meaning ascribed to it under Section 6.1.
1.8. “Intellectual Property Rights” means: (i) patents and patent applications throughout the world, including all reissues, divisions, continuations, continuations-in-part, extensions, renewals, and re-examinations of any of the foregoing; (ii) common law and statutory trade secrets and all other confidential or proprietary or useful information that has independent value, and all know-how, in each case whether or not reduced to a writing or other tangible form; (iii) all copyrights, whether arising under statutory or common law, whether registered or not; (iv) all trademarks, trade names, corporate names, company names, trade styles, service marks, certification marks, collective marks, logos, and other source of business identifiers, whether registered or not; (v) moral rights in those jurisdictions where such rights are recognized; and (vi) all other intellectual property and proprietary rights, and all rights corresponding to the foregoing throughout the world.
1.9. “Leads” means information made available by Leo via the Leo Platform with respect to prospects and leads, including names, contact information, business names, titles, contact lists and other information of any person, excluding, for the avoidance of doubt any Customer Data.
1.10. “Leo Platform” means Leo’s proprietary product and online services identified in the Listing Page, which aims to assist insurance agents and brokers in providing personalized and relevant insurance services, including any software code, algorithms, utility, application software interface, reports and analytics capabilities, content or tools related to the Leo Platform and the services provided via the Leo Platform, and any updates, upgrades, versions, enhancements, improvements and modifications thereof. Unless context otherwise requires, the term “Leo Platform” shall include the Documentation, and unless context requires otherwise shall include the Leads.
1.11. "Listing Page" means the dedicated page on Leo's website at www.meetleo.com which includes the relevant information concerning Subscription to the Leo Platform, including without limitation the price and subscription terms, which may be updated from time to time at Leo's sole discretion. Any terms and conditions included in the Listing Page are hereby incorporated into this Agreement by reference and form an integral part thereof.
1.12. “Subscription” means one of the subscription models to access and use the Leo Platform, offered by Leo as available on the Listing Page.
1.13. “Subscription Term” shall have the meaning ascribed to it under Section 7.1.
2. The Leo Platform.
2.1. License. Subject to the payment of the applicable Fees (as defined below), Leo hereby grants Customer and Customer hereby accepts, a limited, personal, non-exclusive, non-sublicensable, non-transferable and revocable license to access and use the Leo Platform, during the Subscription Term, by remote means and on a SaaS basis, solely for Customer’s internal business purposes and in accordance with and subject to the terms set forth in this Agreement, the Documentation and any other provisions, terms, conditions and restrictions set forth in the Listing Page, including without limitation restrictions on the number of Authorized Users, workstations and usage volume (all such provisions, terms, conditions and restrictions set forth in the applicable Listing Page are hereby embedded into this Agreement by reference and form an integral part thereof). It is hereby clarified that the Customer has no rights in respect to the source code or executable code of the Leo Platform.
For the avoidance of doubt, any licensing of (a) additional products and/or services from Leo, other than the Leo Platform specified in the applicable Listing Page, or (b) additional functionalities, use cases or otherwise unlimited usage of the Leo Platform beyond those detailed herein and in the Listing Page, are subject to a separate agreement between Leo and the Customer which shall include, inter alia, applicable license fees as shall be agreed upon between the Parties.
2.2. Documentation. Leo may make available to the Costumer certain Documentation to be used for Customer's internal business purposes and solely in connection with the Customer's use of the Leo Platform, during the Subscription Term.
2.3. Use of the Leo Platform. Leo will provide Customer access to the Leo Platform solely by Authorized Users. All Authorized Users must be employees, agents or service providers of Customer who are explicitly authorized by the Customer to use the Leo Platform, and Customer will be responsible for such Users’ adherence to the terms of this Agreement and the applicable Documentation.
2.4. Leo Platform Requirements. Customer acknowledges that the Leo Platform may operate only on certain devices, systems and/or web-browsers, as detailed in the Documentation. Customer is solely responsible to use the Leo Platform on the applicable devices and systems and/or if necessary, to upgrade its devices, systems and/or web-browsers to the then-current requirements, as specified in the Documentation and/or notified by Leo from time to time.
2.5. Support and Professional Services. Leo has no obligation to provide support, professional services, training, maintenance, upgrades, modifications, or new releases of the Leo Platform to the Customer under this Agreement, unless stipulated in the Listing Page or otherwise agreed by Leo in a separate agreement between the Parties. Any maintenance and support or other professional services provided to the Customer by a Distributor are provided exclusively by such Distributor and Leo is not a party to any engagement between the Customer and the Distributor with respect thereto, nor shall it be responsible and/or liable for any service provided by a Distributor.
2.6. Use Restrictions. Customer shall not, and shall not allow its Authorized Users or any other third party to, directly or indirectly: (a) sublicense, resell, rent, lease, distribute, market, commercialize or otherwise transfer rights or usage to all or any portion of the Leo Platform and/or Leads, or provide the Leo Platform and/or Leads on a timesharing, service bureau or other similar basis; (b) attempt to gain unauthorized access to, or disrupt the integrity or performance of, the Leo Platform; (c) use the Leo Platform, or permit it to be used, for purposes of Leo Platform evaluation, benchmarking or other comparative analysis without Leo’s prior written consent (other than for its internal analysis purposes and subject to the confidentiality obligations set out herein) and/or use the Leo Platform and/or Leads and any results of any testing or benchmarking of the Leo Platform for Customer's own competing software development activities or use the Leo Platform and/or Leads in order to build or support, and/or assist a third party in building or supporting, products or services which are competitive to Leo's business; (d) modify, incorporate into or with other software, create a derivative work, disassemble, decompile, reverse engineer, revise or enhance the Leo Platform or attempt to discover the Leo Platform’s source code or the underlying ideas or algorithms of the Leo Platform; (e) use the Leo Platform in a manner that violates or infringes any rights of any third party, including but not limited to, right of privacy, proprietary rights or Intellectual Property rights of any third parties including without limitation copyright, trademarks, designs, patents and trade secrets; (f) use the Leo Platform for any purpose other than for the purpose for which the Leo Platform is designated for, other than in compliance with the terms of this Agreement, or in any unlawful manner; (g) circumvent, disable or otherwise interfere with security-related features of the Leo Platform or features that enforce limitations on the use of the Leo Platform; (h) ship, transfer, or export the Leo Platform into any country, or make available or use the Leo Platform in any manner, prohibited by applicable laws; (i) access, store, distribute, or transmit during the course of its use of the Leo Platform any software viruses, Trojan horses, worms, malware or other computer instructions, devices, or techniques that erase data or programming, infect, disrupt, damage, disable, or shut down a computer system or any component of such computer system, or any unlawful, threatening, obscene or infringing material; (j) disclose the Leads to third parties, or otherwise use the Leads for any purposes other than for Customer’s internal business needs; (k) remove or otherwise modify any of Leo's trademarks, logos, copyrights, notices or other proprietary notices or indicia, if any, fixed, incorporated, included or attached to the Leo Platform nor copy any local agent, Documentation or any written materials accompanying the Leo Platform; (l) integrate the Leo Platform (or any part thereof) into Customer's hardware or systems other than as instructed by Leo; (m) violate or abuse log-in and/or password protections governing access to the Leo Platform; and/or (n) use the Leo Platform in any other unlawful manner.
2.7. Third-Party Components. The Leo Platform is based on software developed and owned by Leo and/or its licensors, and may use or include third party software, files and components that are subject to open source and third-party license terms (“Third-Party Components”). The Customer's right to use such Third-Party Components as part of, or in connection with, the Leo Platform is subject to any applicable acknowledgements and license terms attached to such Third-Party Components, contained therein or related thereto. If there is a conflict between the licensing terms of such Third-Party Components and this Agreement, the licensing terms of the Third-Party Components shall prevail in connection with the related Third-Party Components. Under no circumstances shall the Leo Platform or any portion thereof (except for the Third-Party Components contained therein) be deemed to be "open source" or "publicly available" software. A list of Third-Party Components is available upon request and will be updated from time to time. The licenses of certain Third-Party Components may require the provision of the source code of these Third-Party Components, and we will provide, during a period set forth by each such license, for a charge of no more than our cost of physically performing source distribution, a complete machine-readable copy of the corresponding source code, on a medium customarily used for software interchange.
2.8. Lawful Use. The Customer hereby declares and agrees that it shall only use the Leo Platform in a manner that complies with all applicable laws in the jurisdiction in which Customer uses the Leo Platform, including, but not limited to, applicable restrictions concerning the protection of privacy and intellectual property including copyrights and any other intellectual property rights.
3. Customer Accounts.
3.1. Authorized Users Account. Customer shall have the right to establish Authorized Users' accounts on the Leo Platform during the Subscription Term and in accordance with the limitation specified in the Listing Page (the “Account”). Customer administrators may reassign an Authorized User if a former Authorized User no longer requires access to or use of the Leo Platform.
3.2. Usage Limits. There may be certain usage limits with respect to the use of Accounts and the Leo Platform, as specified in the Listing Page (“Usage Limit(s)”). In the event that Leo will reveal that Customer’s use of the Leo Platform exceeds the Usage Limit, Customer will be obligated to pay for the unpaid fees for any excessive usage, at Leo's then-current list prices, such amounts to be immediately due and payable, including, at Leo's option, interest in the amount of 1.5 % per month calculated from the date of the first un-permitted use.
3.3. Account Security. Customer must and shall ensure that the Authorized Users safeguard and not disclose any of the Accounts’ log-in details, and Customer must supervise the use of such Accounts. Customer is solely and fully responsible for maintaining the confidentiality of the Accounts, and for all activities that occur under such Accounts. Customer hereby agrees to promptly notify Leo in writing if Customer becomes aware of any unauthorized access or use of Accounts or the Leo Platform, and in such events, Customer must change the username and password immediately by (a) the settings of the Accounts or (b) contacting Leo via email to firstname.lastname@example.org. Leo will not be liable for any loss or damage arising from any breach of security caused by the Customer's and the Authorized Users', including by way of imprudence and/or negligence.
4.1. Processing of Customer Data.
4.1.1. Customer is solely responsible for entering and/or uploading its Customer Data into the Leo Platform. Customer hereby grants Leo a non-exclusive, worldwide, royalty-free and sublicensable (to Leo’s Affiliates, service providers, authorized third party vendors, sub processors, and contractors) right and license to use the Customer Data for the purpose of providing the Leo Platform to Customer and to perform its obligations under this Agreement and to meet its legal requirements, including to prevent or address support, service or technical problems. Customer retains all rights, title, and interest that Customer has to all Customer Data. Except as set forth herein, nothing in this Agreement shall be construed as transferring any rights, title or interests in the Customer Data to Leo or any third party.
4.1.2. Customer acknowledges that entering and/or uploading partial or inaccurate Customer Data to the Leo Platform may impair the performance of the Leo Platform, including, without limitation, the generation of Leads. Furthermore, Customer shall not upload any Customer Data into the Leo Platform without sufficient rights to do so. Without limiting the foregoing, Customer, and not Leo, will be responsible to enter into any licenses from third parties who may have Intellectual Property rights in the Customer Data that may be necessary to use the Customer Data in connection with the Leo Platform, and Customer shall ensure that its use of the Customer Data complies with any non-disclosure obligations of Customer, and any applicable privacy policies or laws.
4.1.3. Customer represents and warrants that it will upload or transmit to the Leo Platform any data regulated pursuant to any applicable data protection or privacy law, rule, order or regulation of any governmental entity having jurisdiction over such data, including without limitation HIPAA (together, “Data Privacy Regulations”) only in full compliance with the Data Privacy Regulation. Without derogating from the foregoing, the Customer shall have sole responsibility for the accuracy, quality, completeness and legality of the Customer Data and the means by which Customer acquired such Customer Data, including any personal data included therein. To the extent any data uploaded or transmitted by Customer requires the consent of data subjects in order to lawfully do so pursuant to the Data Privacy Regulations, Customer undertakes to upload such data only after all relevant consents required by the Data Privacy Regulations has been lawfully obtained.
4.1.4. Leo may create limits on the size and storage space available for Customer Data. Further, the Customer acknowledges that the Customer Data shall be deleted promptly after the expiration of the Subscription Term or termination of this Agreement. The Customer acknowledges that the Leo Platform does not operate as an archive or file storage service and that Leo does not and will not bear any liability for any loss, damage, cost or expense that the Customer may suffer or incur as a result of or in connection with Customer Data that is stored in Leo Platform. Customer is fully and solely responsible for any Customer Data, including maintaining backup copies thereof.
4.3. Monitoring. The Leo Platform may include features which allow Customer to perform internal monitoring and evaluation of its Authorized Users and/or its agents. Use of any monitoring tools and features made available via the Leo Platform is at the Customer’s sole risk and responsibility, including that the Customer is solely responsible for evaluating whether such monitoring is permitted under the laws applicable to it, putting in place all necessary safeguards as required under applicable law with respect to and providing all notices required under applicable law to affected data subjects. The Customer hereby releases Leo and waives any right to claim against Leo in this respect.
4.4. Analytics Information. In the course of providing Customer with the Leo Platform, Leo may also collect, use, process and store any anonymous information which is derived from the use of the Leo Platform and related services by Customer and the Customer Data (i.e., non-identifiable information, aggregated or analytics information) (“Analytics Information”). Leo will have the right to use such data for its internal legitimate purposes, to improve the Leo Platform, and for diagnostic or system monitoring purposes without transferring such data to third parties. Leo is and shall remain the sole and exclusive owner of the Analytics Information.
4.5.1. The Leo Platform may provide Customer with access to Leads, including, contact information, contact lists, and names of prospect clients which the Leo Platform recommends to the Customer. The Leads may be used solely for Customer's internal business purposes, only during the Subscription Term and strictly in accordance with the terms of this Agreement. As between the Parties, Customer agrees and acknowledges that the Leads are owned by Leo and its licensors and are provided on a non-exclusive basis. The Leads are provided on an "AS IS", "AS AVAILABLE" and "WITH ALL FAULTS" basis, and Leo disclaims and makes no warranties, whether expressed or implied, relating to the Leads, including without limitation, any warranty of merchantability, fitness for a particular purpose or non-infringement of third-party rights. Customer hereby acknowledges that Leo is unable to verify the accuracy, relevance and completeness of the Leads and whether they are up-to-date. Use of Leads is at Customer’s own and sole risk and Leo shall incur no liability for any damage or liability that Customer may suffer as a result of the use of any Lead and in any manner. It is hereby clarified that Leo has no duty to update and/or amend and/or correct the Leads. Customer represents and warrants that it shall comply with all applicable laws with respect to the Leads and its use thereof. Leo hereby grants Customer a limited, worldwide, personal, revocable, non-transferable, non-sublicensable, non-exclusive license to access and use the Leads, during the Subscription Term, solely for its internal business needs and for the ordinary and customary purposes for which such Leads are intended. Leo may, but is not obligated to, allow the Customer to download certain Leads, or specific pieces of information included in such Leads, through a dedicated feature included in the Platform, and in such case, the aforementioned license shall apply to any Leads lawfully downloaded from the Leo Platform in perpetuity.
4.5.2. Without derogating from any use restrictions stipulated in this Agreement or any other agreement between the Parties, Customer shall not, and shall not permit any third party, to (a) resell, sublicense, distribute or otherwise provide access to the Leads, to any third party; (b) download the Leads, except where the Leo Platform explicitly provides dedicated functionality to enable such actions; (c) permit any use of the Leads by governmental agencies, national or state defense and/or intelligence agencies, nor to use or permit the use of the Leads for any evidentiary purposes related to law enforcement or criminal prosecution; (d) use the Leads to encourage any illegal, fraudulent and/or abusive activities; (e) use the Leads in connection with hard background check purposes, debt collection, credit granting, credit monitoring, account review, collection, insurance underwriting, employment or for any other purpose covered by the Fair Credit Reporting Act ("FCRA"), Federal Trade Commission interpretations of the FCRA, and similar federal and state statutes; (f) use the Leads to determine eligibility for a government license or benefit; (g) use the Leads for any purpose prohibited by applicable data privacy and security laws; (h) use the Leads for the benefit of any political candidate, political party, political campaign and/or advocacy group affiliated exclusively with any political candidate, political party, political campaign; and/or (i) use the Leads for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way.
4.6. Exporting Data.
Leo may provide the Customer with the ability to export data from the Leo Platform, including by way of template emails, downloading of materials from the Leo Platform and/or exporting data directly into External Services. Customer acknowledges that any export of content and/or data from the Leo Platform is at Customer’s sole risk and discretion.
4.7. Output Data.
The Customer is solely and exclusively responsible for all actions that the Customer and/or anyone on its behalf takes in response to the all reports, alerts, analytics, recommendations, notices, and other forms of information and data that the Leo Platform may generate, provide or make available to the Customer and any Authorized User, whether through our web-based interface, an output file, or otherwise (collectively, “Output Data”) and Customer must thoroughly review such Output Data and independently determine which actions are appropriate in light thereof. Except as expressly set forth in this Agreement, Leo disclaims all warranties, whether express or implied, with respect to the Output Data, and is not responsible or liable for the Customer’s reliance upon and use of the Output Data or any consequences resulting therefrom. The Output Data does not constitute and does not substitute professional advice.
5. Proprietary Rights.
5.2. Intellectual Property Rights. All Intellectual Property Rights and all other rights, title and interest of any nature in and to the Leo Platform, and any related content, Documentation, Leads and services provided or made available by Leo hereunder, including all modifications, upgrades, customizations and derivative works (whether or not permitted under this Agreement) thereof, are and shall remain the exclusive property of Leo and its licensors. Except explicitly specified in this Agreement, Customer shall have no right in the Leo Platform.
5.2. Trademarks. Leo trademarks, trade names, logos and all other proprietary identifiers used by Leo in connection with the Platform (“Leo Trademarks”) are all trademarks and/or trade names of Leo and/or its affiliates, whether or not registered. All other trademarks, service marks, trade names and logos which may appear on the Leo Platform belong to their respective owners (“Third-Party Marks”). Leo is not sponsored by, endorsed by or affiliated with the holders of these trademarks. The Third-Party Marks are used by Leo only to refer to software and other technology of third parties with which Leo’s technology is compatible. Leo’s use of these Third-Party Marks in no way indicates any relationship between Leo and the holders of these trademarks. Rather, any such usage of Third-Party Marks by Leo is considered nominative fair use under trademark law. No right, license, or interest to the Leo Trademarks and the Third-Party Marks is granted hereunder, and the Customer agrees that no such right, license, or interest shall be asserted by the Customer with respect to the Leo Trademarks or Third Party Marks and therefore the Customer shall avoid using any of those marks.
5.3. Feedback. Customer or its Authorized Users may provide suggestions, enhancement or feature requests or other feedbacks to Leo with respect to the Leo Platform (collectively, “Feedback”). All Feedback will be given by Customer entirely voluntarily. Any Feedback shall be deemed to be non-confidential, and Leo shall have a non-exclusive, royalty-free, worldwide, perpetual license to use or incorporate into the Leo Platform any such Feedback.
6.1. Fees. The applicable Subscription fees due in consideration of the licenses and services provided by Leo hereunder, as well as the relevant payment terms, are set forth in the Listing Page (the “Fees”). Unless otherwise specified in the applicable Listing Page, (a) Customer will pay all amounts due under this Agreement in U.S. Dollars currency, (b) all amounts invoiced hereunder are due and payable within thirty (30) days of the date of the invoice; and (c) all Fees are non-refundable. Any amount not paid when required to be paid hereunder shall accrue interest on a daily basis until paid in full at the lesser of: (i) the rate of one and a half percent (1.5%) per month; or (ii) the highest amount permitted by applicable law. Customer shall reimburse Leo for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. If any undisputed charge owing by Customer to Leo remain unpaid 30 days after its due date, Leo may, without limiting its rights and remedies, suspend Customer’s use of the Leo Platform until such amounts are paid in full.
6.2. Additional Capacity; Additional Features. Additional Subscription capacity may be added during a Subscription Term at Leo’s then-current fees, unless specified otherwise in the Listing Page. All such additional capacity must be purchased in advance. If Customer elects to increase its capacity during a given month of the Subscription Term, unless otherwise set forth in the Listing Page, Leo shall pro-rate fees for such additional capacity for any partial month of the Subscription Term.
6.3. Renewal. Leo reserves the right to modify the Fees, at its discretion, by providing the Customer a written notice of at least 30 days prior to the end of each applicable Subscription Term, provided that such pricing changes will not affect the current Subscription Fees for the then current Subscription Term. The Customer continued use of the Leo Platform following the renewal of the Subscription Term shall constitute the Customer’s consent to the change in the applicable Fees as stated in the above-mentioned notice. All Subscription Fees and other amounts paid hereunder are irrevocable and non-refundable.
6.4. Free Trial. Leo may, at its sole discretion, offer a free-trial Subscription to the Leo Platform (“Free-Trial”), in accordance with the terms and conditions specified in the Listing Page. Please note that the features of the Leo Platform made available to Customers under the Free-Trial model, may be limited. The Free-Trial period will be stipulated on the Listing Page, or as otherwise agreed with you in writing. Leo may impose, at any time and at its sole discretion, restrictions on the use of Leo Platform under the Free-Trial model, including without limitation, limitation on the availability of to certain features, limitations on the period of the Free-Trial period and so forth. Furthermore, Leo reserves the right to cease the provision of Free-Trials, at any time and at its sole discretion, including with respect to existing Free-Trial users, and to provide the Leo Platform solely on a payment-based model. Notwithstanding anything to the contrary in this Agreement, during the Free-Trial period the Leo Platform is provided on an “as is” and “as available” basis without any warranty whatsoever and Leo will have no warranty, indemnity, maintenance and support or other obligations or liabilities with respect to the Free-Trial.
6.5. Taxes. All amounts payable under this Agreement are exclusive of all sales, use, value-added, withholding, and other taxes and duties. All taxes, withholdings and duties of any kind payable with respect to Customer’s use of the Leo Platform under this Agreement, shall be borne and paid by Customer, excluding taxes due on income earned by Leo. In the event that any such taxes, customs or duties are required to be deducted from any payment under applicable law, then Customer shall pay Leo such additional amount as shall cause the net amount of the aggregate payment to Leo, after giving effect to such deduction, to equal the amount of the payment otherwise due to Leo under this Agreement, and shall reimburse Leo against any additional such taxes, customs or duties that are due in connection with the transactions contemplated herein.
7. Term and Termination.
7.1. Term. This Agreement is effective upon the purchase of a Subscription, shall continue for the Free-Trial Period specified in the Listing Page (to the extent offered by Leo) ("Trial Period") and shall thereafter automatically continues through the Subscription period specified in the Listing Page (collectively, the "Subscription Term"). Subject to Section 6.3 above and unless otherwise expressly set forth in the Listing Page, at the end of each Subscription Term this Agreement shall automatically renew for consecutive similar Subscription Terms, unless: (i) terminated by a Party upon written notice to the other Party at least thirty (30) days prior to the expiration of any Subscription Term, or (ii) this Agreement is terminated in accordance with Section 7.2 below.
7.2. Termination. Either Party may terminate this Agreement prior to the end of a Subscription Term, with immediate effect, if the other Party: (i) materially breaches its obligations hereunder and, where such breach is curable, such breach remains uncured for ten (10) days following written notice of the breach; or (ii) becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors. In addition, the Customer may terminate this Agreement at any time during the Trial Period.
7.3. Effect of Termination. Upon expiration or termination of this Agreement, (i) the rights and licenses granted under this Agreement will be immediately revoked and Leo may immediately deactivate Customer’s Account and Customer will lose all access to any data, including Customer Data, that Leo may be storing in order to make the Leo Platform available to Customer. Customer is solely responsible to download its Customer Data prior to expiration or termination of this Agreement for any reason; (ii) Customer shall immediately permanently delete all copies of the Documentation provided by Leo in Customer’s or any of its representatives’ possession or control; (iii) each Party shall immediately return and/or permanently delete (as instructed by the disclosing Party) the disclosing Party’s Confidential Information. Leo may keep copies of Customer Data solely to the extent necessary for the performance of its obligations under this Agreement and in backups which shall be deleted in accordance with Leo’s retention policy; and (iv) any sums paid by the Customer until the date of termination are non-refundable, and Customer shall not be relieved of its duty to discharge in full all due sums owed by the Customer to Leo under this Agreement until the date of termination or expiration hereof, which sums shall become immediately due and payable on the date of termination or expiration of the Agreement. It is hereby clarified that in no event shall any termination relieve Customer of the obligation to pay any Fees payable to Leo for any period prior to the effective date of termination. For the avoidance of doubt, any sums paid by the Customer until the date of termination are non-refundable. The expiration or earlier termination of the Agreement will not relieve any party of any obligations that may have accrued hereunder prior to the effective date of such expiration or termination.
7.4. Suspension. If Leo believes that Customer or its Authorized Users are using the Leo Platform in a manner that breaches this Agreement or may otherwise cause harm to Leo or any third party, then Leo may, without derogating from Leo’s right to terminate this Agreement for any breach hereof, immediately and without notice, suspend Customer's and its Authorized Users' access to and use of the Leo Platform until such time as Leo believes the threat of harm, or actual harm, has passed. Without derogating from Leo's right to terminate this Agreement according to the terms of this Agreement, Leo may choose to suspend Customer’s access to and use of the Leo Platform due to non-payment. In such an event, Leo will provide at least seven (7) days’ notice before suspending for non-payment and may terminate this Agreement upon material breach thereafter.
7.5. Surviving Provisions. The provisions of this Agreement that, by their nature and content, must survive the termination or expiration of this Agreement in order to achieve the fundamental purposes of this Agreement including without limitation, Sections 2.7, 4.5, 5, 8, and 9-10.
8.1. Confidentiality. Each Party shall take reasonable measures, at least as protective as those taken to protect its own Confidential Information, but in no event less than reasonable care, to protect the other Party's Confidential Information from disclosure to a third party. Neither Party shall use or disclose the Confidential Information of the other Party except as expressly permitted under this Agreement or by applicable law. For the avoidance of doubt, a recipient Party may disclose the other Party's Confidential Information to its officers, employees, services providers or advisors solely on a "need to know" basis, and provided that they are bound by similar nondisclosure obligations as those of this Agreement. All right, title and interest in and to Confidential Information are and shall remain the sole and exclusive property of the disclosing Party. The receiving Party shall limit access to any Confidential Information of the disclosing Party, except as disclosure may be required by law or governmental regulation, subject to the receiving Party providing to the disclosing Party written notice to allow the disclosing Party to seek a protective order or otherwise prevent the disclosure. The receiving Party acknowledges the irreparable harm that improper disclosure of Confidential Information may cause; therefore, the injured Party is entitled to seek equitable relief, including temporary restraining order(s) or preliminary or permanent injunction, in addition to all other remedies, for any violation or threatened violation of this Section. Without derogating from the foregoing, the terms of this Agreement, Leo Platform, the source code of the Leo Platform and all other Leo's Intellectual Property Rights are Confidential Information of Leo or its licensors.
9. Warranties, Disclaimers, Limitation of Liability and Indemnification.
9.1. Each Party warrants to the other Party that: (i) it has the legal power and authority to enter into this Agreement; (ii) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization; and (iii) that the execution and performance of this Agreement will not conflict with any obligations it has towards third parties, or violate any provision of any applicable law.
9.2. Disclaimer of Warranties CUSTOMER ACKNOWLEDGES AND UNDERSTANDS THAT EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE LEO PLATFORM, THE OUTPUT DATA AND THE LEADS ARE PROVIDED TO THE CUSTOMER STRICTLY ON AN “AS IS” BASIS WITHOUT ANY WARRANTIES WHATSOEVER, INCLUDING WITHOUT LIMITATION THOSE CONCERNING THE USE OR PERFORMANCE OF THE LEO PLATFORM AND ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, NON-INTERFERENCE, ACCURACY, RELIABILITY AND QUALITY OF THE LEO PLATFORM, THE OUTPUT DATA AND THE LEADS, AND ALL SUCH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND CUSTOMER HEREBY EXPRESSLY WAIVES ALL RIGHTS TO SUCH WARRANTIES. THE LEO PLATFORM’S AVAILABILITY AND FUNCTIONALITY DEPENDS ON VARIOUS FACTORS, SUCH AS COMMUNICATION NETWORKS, HARDWARE, SOFTWARE AND LEO'S SERVICE PROVIDERS AND CONTRACTORS. LEO DOES NOT WARRANT THAT THE LEO PLATFORM AND/OR THE OUTPUT DATA AND/OR LEADS ARE OR WILL BE SECURE, TIMELY, ACCURATE, COMPLETE, UNINTERRUPTED, WITHOUT ERRORS, OR FREE OF VIRUSES, DEFECTS, WORMS, OTHER HARMFUL COMPONENTS OR OTHER PROGRAM LIMITATIONS, AND LEO WILL NOT BE LIABLE OR RESPONSIBLE FOR: (A) ANY TECHNICAL PROBLEMS OF THE INTERNET (INCLUDING WITHOUT LIMITATION SLOW INTERNET CONNECTIONS OR OUTAGES); (B) ANY ISSUE THAT IS ATTRIBUTABLE TO CUSTOMER’S HARDWARE OR SOFTWARE OR CUSTOMER’S INTERNET OR EXTERNAL SERVICES; (C) ANY CIRCUMSTANCE BEYONG THE CONTROL OF LEO; (F) ANY USE OF SOFTWARE NOT SUPPLIED BY LEO. WITHOUT DEROGATING FROM THE FOREGOING, LEO HEREBY EXPRESSLY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND WARRANTIES, RESPONSIBILITY AND LIABILITY FOR USE OF ANY EXTERNAL SERVICES AND/OR LEADS.
9.3. Limitation of Liability. IN NO EVENT SHALL LEO, INCLUDING ITS VENDORS, OFFICERS, SHAREHOLDERS, SUB-CONTRACTORS, DIRECTORS, EMPLOYEES, AFFILIATES, SUBSIDIARIES, LICENSORS, AGENTS AND SUPPLIERS (COLLECTIVELY, “LEO REPRESENTATIVES”) BE LIABLE, WHETHER UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, TO THE CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO, ANY LOSS OR DAMAGE TO BUSINESS EARNINGS, LOST PROFITS OR GOODWILL AND LOST OR DAMAGED DATA OR MATERIAL), SUFFERED BY ANY PERSON, INCLUDING THOSE ARISING FROM, AND/OR RELATED TO, ANY USE OF OR INABILITY TO USE THE LEO PLATFORM AND/OR LEADS AND/OR CUSTOMER DATA AND/OR ANY SERVICES PROVIDED BY LEO OR ON ITS BEHALF, THE RESULTS AND CONSEQUENCES OF USE OF THE FOREGOING AND THE ACCURACY OF LEO PLATFORM, THE OUTPUT DATA AND/IR THE LEADS AND THEIR RELIABILITY, EVEN IF ANY PERSON OR PARTY HERETO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND TO THE MAXIMUM EXTENT LEGALLY PERMISSIBLE, LEO’S AND LEO REPRESENTATIVES’ LIABILITY TO CUSTOMER OR TO ANY THIRD PARTY FOR ALL DAMAGES OR LOSSES WHATSOEVER ARISING HEREUNDER OR IN CONNECTION WITH THE CUSTOMER'S USE OR INABILITY TO USE THE LEO PLATFORM AND/OR LEADS AND/OR CUSTOMER DATA AND/OR ANY SERVICES PROVIDED BY LEO OR ON ITS BEHALF, SHALL IN NO EVENT EXCEED, IN THE AGGREGATE THE TOTAL AMOUNT ACTUALLY PAID BY CUSTOMER TO LEO DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE ACT OR OMISSION GIVING RISE TO THE LIABILITY.
9.4. Indemnification. The Customer agrees to defend, indemnify and hold harmless Leo, its officers, directors, employees, agents and resellers, from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney's fees) arising from: (i) the Customer's breach of its warranties, obligations and undertakings under this Agreement; and (ii) a third party claim, suit or proceeding alleging that the use of the Customer Data within the scope of this Agreement infringes, or may infringe, any right of third-party, including without limitation, any intellectual property, publicity or privacy right.
10.1. Export Compliance. The Leo Platform is subject to all applicable export control laws and regulations, including, without limitation, those of the United States government. Customer represents and warrants that it and its subsidiaries, affiliates, directors, officers, and employees are not: (i) the subject or target of any sanctions or trade embargos administered or enforced by any relevant government authority, including, but not limited to, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, the U.S. Department of Commerce, the United Nations Security Council, the European Union, or Her Majesty’s Treasury (collectively, “Sanctions”); and (ii) located, organized or resident and do not operate in a country or territory that is the subject or target of Sanctions (including but not limited to Cuba, Iran, North Korea, Crimea Region, Russia, Lebanon and Syria). Customer further represents and warrants that it and its subsidiaries, affiliates, directors, officers and employees will comply with all applicable Sanctions and will not take any action to cause Leo to violate Sanctions. Notwithstanding anything to the contrary and without derogating from any other remedy available to Leo in law or equity, or otherwise provided under this Agreement, in the event that (1) Customer violates Sanctions or any applicable export control laws, or (2) it becomes unlawful under Sanctions or applicable export control laws for Leo to continue to perform under this Agreement, Leo may immediately, upon issuance of written notice and with no opportunity to cure, terminate this Agreement, in each case as determined by Leo in its sole discretion.
10.2. Assignment. This Agreement and any rights or obligations hereunder may not be transferred or assigned by Customer without the prior written consent of Leo, but may be transferred or assigned by Leo at its sole discretion. Without derogating from the above, this Agreement shall bind and inure to the benefit of the Parties, their respective successors and permitted assigns. Any attempted assignment in breach of this Section shall be void.
10.3. Relationship of the Parties. Leo and Customer are independent contractors, and nothing in this Agreement or any attachment hereto will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the Parties. There are no third-party beneficiaries to this Agreement.
10.4. Choice of Law and Jurisdiction. This Agreement is governed by and construed in accordance with the laws of the State of New York and the federal U.S. laws applicable therein, excluding its conflicts of law provisions. Customer and Leo agree to submit to the personal and exclusive jurisdiction of the courts located in New York City, New York. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.
10.5. Manner of Giving Notice. Notices regarding this Agreement shall be in writing and addressed to Customer at the address Customer provides, or, in the case of Leo, to the address for Leo set forth above. Notices regarding the Leo Platform in general may be given by electronic mail to Customer’s e-mail address on record with Leo.
10.6. Force Majeure. Leo will not be liable for any delay or failure to provide the Leo Platform resulting from circumstances or causes beyond the reasonable control of Leo, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, service disruptions involving hardware, software or power systems not within Leo’s reasonable control, and denial of service attacks.
10.7. Entire Agreement. This Agreement represents the entire agreement of the Parties concerning its subject matter and is intended to be the final expression of their Agreement, and supersede all prior and contemporaneous agreements, proposals, or representations, whether written or oral. No failure or delay in exercising any right hereunder shall constitute a waiver of such right. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed (either manually or electronically) by an authorized representative of Customer and Leo.
10.8. Enforceability. Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the Parties and their heirs, executors, administrators, successors, legal representatives and permitted assigns, and the agreements and undertakings contained herein shall be deemed to be made by and be binding upon such heirs, executors, administrators, successors, legal representatives and permitted assigns. If any part of this Agreement is held unenforceable, the rest remains in full force and effect. Failure to enforce any provision of this agreement will not constitute a waiver.
10.9. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions shall remain in effect.
BY PURCHASING A SUBSCRIPTION AND/OR OTHERWISE BY ACCESSING AND/OR USING THE LEO PLATFORM, YOU CONFIRM AND ACKNOWLEDGE THAT (A) YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT AND AGREES TO BE BOUND BY ALL OF ITS TERMS AND CONDITIONS.